PRECISION SYSTEMS INC
8-K, 1996-10-10
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                   ----------


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                               September 18, 1996
- -------------------------------------------------------------------------------
                Date of Report (Date of earliest event reported)


                            PRECISION SYSTEMS, INC.
- -------------------------------------------------------------------------------
               (Exact name of Registrant as Specified in Charter)


           DELAWARE                      0-20068                41-1425909
- -------------------------------------------------------------------------------
  (State or Other Jurisdiction         (Commission             (IRS Employer
       of Incorporation)               File Number)         Identification No.)



11800 30th Court North
St. Petersburg, Florida                                33716
- -------------------------------------------------------------------------------
(Address of Principal                               (Zip Code)
  Executive Offices)  
  


                                 (813) 572-9300
- -------------------------------------------------------------------------------
                        (Registrant's telephone number,
                              including area code)
<PAGE>   2
ITEM 5.         OTHER EVENTS.

        On September 3 and September 18, 1996 the Registrant issued the press
releases attached hereto as Exhibit 20.1 and 20.2 which are incorporated herein
by reference.


ITEM 7.         FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
                EXHIBITS.

        (a)     Financial statements of businesses acquired.

                Not applicable.

        (b)     Pro forma financial information.

                Not applicable.

        (c)     Exhibits.

                NUMBER                     DESCRIPTION
                ------                     -----------

                 99.1         Press Release of Precision Systems, Inc. dated
                              September 3, 1996.

                 99.2         Press Release of Precision Systems, Inc. dated
                              September 18, 1996.  
        
<PAGE>   3
                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                        PRECISION SYSTEMS, INC.



Date:  September 18, 1996               By:  /s/ Steven H. Grant
                                            ------------------------------
                                             Steven H. Grant
                                             Chief Financial Officer

<PAGE>   4
                                 EXHIBIT INDEX




 NUMBER                     DESCRIPTION                             PAGE
 ------                     -----------                             ----

  99.1         Press Release of Precision Systems, Inc. dated
               September 3, 1996.

  99.2         Press Release of Precision Systems, Inc. dated
               September 18, 1996.  

<PAGE>   1
                         [PRECISION SYSTEMS LETTERHEAD]


                                                          FOR IMMEDIATE RELEASE

CONTACT:   PRECISION SYSTEMS, INC.
           Steven H. Grant, Chief Financial Officer, 813.572.9300, ext. 3174
           Paula N. Burk, Corporate Marketing Manager, 813.572.9300, ext. 3189


                          PRECISION SYSTEMS ANNOUNCES
                     NEW GLOBAL STRATEGY AND ORGANIZATION

           Integration of Vicorp N.V. Results in Market-Driven Focus
                        and Adjustments to Balance Sheet

        St. Petersburg, Florida (September 3, 1996) -- Precision Systems, Inc.
(NASDAQ-PSYS, BOS-PNS) today announced a far reaching market-driven strategy
which the Company believes will best position it for global growth. The
initiatives include a new market-driven product strategy, changes in the senior
management team, a reduction in personnel, and associated financial charges.

        Personnel changes include augmented responsibilities for the following
key executives:

        Greg L. Baltzer is General Manager, Americas Operations, and also is
responsible for global product delivery. Prior to joining Precision Systems,
Mr. Baltzer was Vice President and General Manager of Brite Voice Systems'
Network Service Group.

        Ted Griggs is Chief Technologist and General Manager, Advanced
Technologies Group. He was a founder of The Renaissance Group, which Precision
Systems acquired approximately two years ago.

        William (Wim) Huisman is General Manager and President, Precision
Systems International. Mr. Huisman manages all of the Company's international
activities from its European headquarters in Utrecht, Netherlands. Mr. Huisman
brings over twenty years of corporate leadership to Precision Systems,
including experience as Chairman and Chief Executive Officer of Phillips 
Communication Systems and Chairman and Chief Executive Officer of Phillips 
Defense and Control Systems, among other positions.

                                  -- more  --
<PAGE>   2
        In addition, Steven H. Grant joins Precision Systems as Chief Financial
Officer, responsible for worldwide finance and administration. Prior to
joining the Company, Mr. Grant served as Executive Vice President, Chief
Financial/Administrative Officer, and Treasurer of Silver King
Communications, Inc.

        In allowing for these expanded roles, the Company announced that John
R. Hindman, Michael T. Felix, and Alan R. Donahue, previous members of the
Company's senior management team, left the Company to pursue other interests.

        Precision Systems today also announced a broad restructuring of its
operations and, upon completion of its evaluation primarily of prior
acquisitions, anticipates taking a charge of approximately $22.0 - $25.0
million in the fiscal year ended August 31, 1996. In addition to the management
changes cited above, the Company has eliminated approximately 60 positions
globally and plans to relocate approximately ten employees in its Advanced
Technologies Group to Silicon Valley. Total cash charges related to these
employee-related activities are approximately $1.0 million.

        "These sweeping changes best position Precision Systems to meet current
and anticipated market opportunities," said Russell I. Pillar, President and
Chief Executive Officer. "The integration of our acquisition of Vicorp gives us
access to a tremendous talent pool, product suite, customer base, and network
of offices around the world, positioning us better than ever to take advantage
of emerging opportunities in the on-line world."

        "Market responsiveness, product leadership, and an aim towards
sustainable profitability are the hallmarks of this focus, "Mr. Pillar
continued. "While there have been many people responsible for creating the
success Precision Systems has enjoyed to-date, I expect that this management
team and our market-based focus will drive Precision Systems to new levels of 
achievement."

        Precision Systems provides solutions which simplify and personalize
communications. The Company's suite of software-based products are used by
global wireless, wireline, and private network providers to deploy a wide range
of voice, data, and video-based enhanced services. Headquartered in St.
Petersburg, Florida, Precision Systems has sales and support offices in more
than 15 countries worldwide.


                                     #####


<PAGE>   1
                         [PRECISION SYSTEMS LETTERHEAD]


                                                          FOR IMMEDIATE RELEASE

CONTACT:   PRECISION SYSTEMS, INC.
           Steve Grant, Chief Financial Officer
           813.572.9300, ext. 3174


                      PRECISION SYSTEMS ANNOUNCES PLANNED
                             MANAGEMENT TRANSITION

        Russ PIllar to Resign as President and Chief Executive Officer;
                   Search Committee Formed to Find Successor

        St. Petersburg, Florida (September 18, 1996) -- Precision Systems, Inc.
(NASDAQ-PSYS, BOS-PNS) announced today that Russell I. Pillar, its President
and Chief Executive Officer, has declared his intention to resign from the
Company. A search committee has been formed to find a successor, and has asked
Mr. Pillar to remain in his posts until a replacement can be found.

        "I have put everything I have into Precision Systems since my
appointment as Chief Executive Officer almost three years ago," said Mr.
Pillar. "In that time, we've established and consolidated a leadership position
in the global enhanced services market." "The time seems right to make room for
a new management team to take this fine company to its next level of success
and growth," he continued. "I leave Precision Systems proud of what my team and
I have accomplished, and excited about its prospects."

        "I, along with many others in the telecommunications and investment
communities, credit Russ Pillar with providing the leadership and energy that
have enabled Precision Systems to get to the market with the right product at
the right time," said Richard T. Liebhaber, Precision Systems' Chairman. "He
and his colleagues have executed product, partner, and distribution strategies
which have resulted in a company positioned to take advantage of the explosive
growth and change taking place in both the wired and wireless communications
markets worldwide. They have much to be proud of and Russ has contributed
substantially to that record. We are all going to miss him."

        Precision Systems provides solutions which simplify and personalize
communications. The Company's suite of software-based products are used by
global wireless, wireline, and private network providers to deploy a wide range
of voice, data, and video-based enhanced services in more than 600
installations in 35 countries. Headquartered in St. Petersburg, Florida,
Precision Systems has sales and support offices in 15 countries worldwide.

                                     #####


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